8-K – 2025-12-09 – tm2532248d2_8k.htm

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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 

 
Washington, D.C.
20549
 

 
 
 

 
FORM
8-K
 

 
 
 

 
CURRENT
REPORT
 

 
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

 
 
 

 
December 9, 2025
 

 
Date
of Report (Date of earliest event reported)
 

 

Commission

File Number
 
Name
of Registrant; State or Other Jurisdiction of Incorporation; Address of

Principal Executive Offices; and Telephone Number
 
IRS
Employer Identification

Number

 
 
 
 
 

001-41137
 
CONSTELLATION
ENERGY CORPORATION
 
87-1210716

 
 
(a Pennsylvania
corporation)

1310 Point Street

Baltimore ,
Maryland 21231-3380

( 833 )  883-0162
 
 

 
 
 
 
 

333-85496
 
CONSTELLATION
ENERGY GENERATION, LLC
 
23-3064219

 
 
(a Pennsylvania
limited liability company)

200
Energy Way

Kennett
Square , Pennsylvania
19348-2473

( 833 )  883-0162
 
 

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section
12(b) of the Act:

 

Title of each class
 
Trading

Symbol(s)
 
Name of each
exchange on which registered

CONSTELLATION
ENERGY CORPORATION:
 
 
 
 

Common
Stock, without par value
 
CEG
 
The
Nasdaq Stock Market LLC

 

Indicate
by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨

 

If
an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Co-Registrant CIK
0001168165

Co-Registrant Amendment Flag
false

Co-Registrant Form Type
8-K

Co-Registrant DocumentPeriodEndDate
2025-12-09

Co-Registrant Written Communications
false

Co-Registrant Solicitating Materials
false

Co-Registrant PreCommencement Tender Offer
false

Co-Registrant PreCommencement Issuer Tender Offer
false

Co-Registrant Entity Emerging Growth Company
false

 

 

 

 

 

Item 8.01. Other Events

 

On January 10, 2025, Constellation
Energy Corporation (Nasdaq: CEG) (“CEG Parent”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and
indirect subsidiaries of Calpine and CEG Parent, and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely
in its capacity as the representative of the stockholders of Calpine (the “Merger”).

 

The Merger Agreement provides for a series
of transactions on the terms and subject to the conditions set forth therein whereby Calpine will become an indirect, wholly owned
subsidiary of Constellation
Energy Generation, LLC (“Constellation”). In connection with the planned acquisition of Calpine, the following financial statements are filed as
exhibits hereto:

 

• The audited consolidated
financial statements of Calpine as of December 31, 2024 and 2023 and for the years ended
December 31, 2024, 2023 and 2022, and the related notes to the consolidated financial statements, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

• The unaudited consolidated
financial statements of Calpine as of September 30, 2025 and 2024 and for the three
and nine months ended September 30, 2025 and 2024, and the related notes to the consolidated
financial statements, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

• The unaudited pro forma combined financial statements of CEG Parent and
Constellation as of September 30, 2025 and for the nine months ended
September 30, 2025 and for the year ended December 31, 2024, and the related notes to the pro forma combined financial
statements, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The pro forma financial statements give pro
forma effect to the acquisition of Calpine. The pro forma financial statements are derived from the historical financial statements
of CEG Parent, Constellation and Calpine. The pro forma financial statements are preliminary and reflect a number of assumptions,
including, among others, that the acquisition of Calpine will be consummated. For further information relating to the planned
acquisition of Calpine, please see CEG Parent and Constellation’s Current Report on Form 8-K filed on January 13,
2025.

 

Section 9 - Financial Statements and
Exhibits

Item 9.01. Financial Statements and Exhibits

 

(a) Financial statements
of business to be acquired

 

The audited consolidated financial statements
of Calpine as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, and the related notes to the
consolidated financial statements, are filed as Exhibit 99.1 attached hereto and incorporated herein by reference.

 

The unaudited consolidated financial statements
of Calpine as of September 30, 2025 and 2024 and for the three and nine months ended September 30, 2025 and 2024, and the related
notes to the consolidated financial statements, are filed as Exhibit 99.2 attached hereto and incorporated herein by reference.

 

(b) Pro forma financial
information

 

The unaudited pro forma combined financial
statements of CEG Parent and Constellation as of September 30, 2025 and for the nine months ended September 30, 2025 and
for the year ended December 31, 2024, and the related notes to the pro forma combined financial statements, are filed as
Exhibit 99.3 attached hereto and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.
 
Description

23.1
 
Consent
of Deloitte & Touche LLP, independent auditors for Calpine.

99.1
 
Historical
audited financial statements of Calpine as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022.

99.2
 
Historical
unaudited financial statements of Calpine as of September 30, 2025 and 2024 and for the three and nine months ended September 30,
2025 and 2024.

99.3
 
Unaudited pro forma combined
financial statements of CEG Parent and Constellation as of September 30, 2025 and for the nine months ended September 30, 2025 and for
the year ended December 31, 2024.

101
 
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

104
 
The
cover page from this Current Report on Form 8-K, formatted as Inline XBRL

 

* * * * *

 

 

 

 

This combined Current Report on
Form 8-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC,
(collectively, the “Registrants”). Information contained herein relating to any individual Registrant has been filed by
such Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other
Registrant.

 

This Current Report on Form 8-K
contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are
subject to risks and uncertainties. Words such as “could,” “may,” “expects,”
“anticipates,” “will,” “targets,” “goals,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,”
“predicts,” and variations on such words, and similar expressions that reflect the Registrants’ current views with
respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking
statements. These forward-looking statements include, but are not limited to, statements regarding the Expected timing and
likelihood of completion of the Merger, the pro forma combined company and its operations, strategies, plans, synergies,
opportunities and anticipated future performance and capital structure. Information adjusted for the Merger should
not be considered a forecast of future results. Although the Registrants believe these forward-looking statements are reasonable,
statements made regarding future results are not guarantees of future performance and are subject to numerous assumptions,
uncertainties and risks that are difficult to predict. Forward-looking statements are based on current expectations, estimates and
assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those
projected.

 

Actual outcomes and results may differ materially
from the results stated or implied in the forward-looking statements included in this Current Report on Form 8-K due to a number
of factors, including, but not limited to the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that
Constellation or Calpine may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required
governmental and regulatory approvals may delay the proposed transaction or result in the imposition of conditions that could cause the
parties to abandon the proposed transaction; the risk that the parties may not be able to satisfy the conditions to the proposed transaction
in a timely manner or at all; the risk that problems may arise in successfully integrating the businesses of the companies,
which may result in the combined company not operating as effectively and efficiently as expected, and the risk that the combined company
may be unable to achieve synergies or other anticipated benefits of the acquisition of Calpine or it may take longer than expected to achieve those
synergies or benefits. Other unpredictable or unknown factors not discussed in this Current Report on Form 8-K could also have material
adverse effects on forward-looking statements.

 

The factors that could cause actual results
to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as
the items discussed in (1) the Registrants’ 2024 Annual Report on Form 10-K in (a) Part I, ITEM 1A.
Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and
Contingencies; (2) the Registrants’ Third Quarter 2025 Quarterly Report on Form 10-Q in
(a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 14, Commitments and
Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by the Registrants.

 

Investors are cautioned not to place undue reliance
on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report on Form 8-K.
Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
CONSTELLATION ENERGY CORPORATION

 
 

 
/s/ Daniel L.
Eggers

 
Daniel L. Eggers

 
Executive Vice President and Chief Financial Officer

 
 

 
CONSTELLATION ENERGY GENERATION, LLC

 
 

 
/s/ Daniel L.
Eggers

 
Daniel L. Eggers

 
Executive Vice President and Chief Financial Officer

 

December 9, 2025